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A BILL TO BE ENTITLED
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AN ACT
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relating to the burden of proof in certain derivative proceedings. |
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BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: |
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SECTION 1. Subchapter L, Chapter 21, Business Organizations |
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Code, is amended by adding Section 21.5525 to read as follows: |
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Sec. 21.5525. BURDEN OF PROOF IN CERTAIN DERIVATIVE |
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PROCEEDINGS. Notwithstanding any other law, in a derivative |
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proceeding by a shareholder that alleges an act or omission related |
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to the improper consideration of environmental, social, and |
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governance criteria in the performance of the act or omission, the |
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burden of proof is on the corporation to prove the act or omission |
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was in the best interest of the corporation. |
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SECTION 2. Section 21.5525, Business Organizations Code, as |
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added by this Act, applies only to an action commenced on or after |
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the effective date of this Act. An action commenced before the |
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effective date of this Act is governed by the law as it existed |
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immediately before the effective date of this Act, and the former |
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law is continued in effect for that purpose. |
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SECTION 3. This Act takes effect September 1, 2025. |